Transcript of 30th Annual General Meeting

PROCEEDINGS OF THE

30TH ANNUAL GENERAL MEETING

CONVENED ON

FRIDAY, SEPTEMBER 27, 2024

AT

11:30 A.M.

THROUGH

VIDEO CONFERENCING /

AUDIO VISUAL MEANS

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Mr. Balkrishan Goenka, Chairman: Good Morning to all of you, esteemed shareholders, my distinguished colleagues on the Board, and the senior management. Welcome to the 30th Annual

General Meeting of Welspun Enterprises Limited being held through video conference. It has always been a pleasure connecting with all of you. I appreciate your support for the Company and thank you for taking the time out to join us today.

I would like to start by wishing safety and health for you, your family, and friends.

Members may please note that this meeting is being recorded and the transcript of the meeting shall be uploaded on the website of the Company as soon as possible.

I will advise the Company Secretary to confirm that requisite quorum is present for the meeting.

Ms. Nidhi Tanna, Company Secretary: Yes Sir, the requisite quorum is present for the meeting.

Mr. Balkrishan Goenka, Chairman: As the requisite quorum is present, I declare that the meeting is in order. I now request the Company Secretary to introduce to the members all the dignitaries present in the meeting and also give a brief on the compliances of AGM.

Ms. Nidhi Tanna, Company Secretary: Sure Sir. Dear Members, I would now take the opportunity to introduce you to the dignitaries who are present in this meeting.

Along with our Executive Chairman, Mr. Balkrishan Goenka, we have with us:

 Mr. S Madhavan, the Lead Independent Director and the Chairman of the Audit Committee and the Nomination & Remuneration Committee and the Member of the Share Transfer,

Investor Grievance & Stakeholders’ Relationship Committee, Risk Management Committee and the ESG & CSR Committee;

 Mr. Raghav Chandra, an Independent Director and the Chairman of the Risk Management

Committee and the Member of the Audit Committee, Nomination & Remuneration Committee and the Share Transfer, Investor Grievance & Stakeholders’ Relationship Committee;

 Dr. Aruna Sharma, an Independent Director and the Chairperson of the Share Transfer,

Investor Grievance & Stakeholders’ Relationship Committee and the ESG & CSR Committee and the Member of the Audit Committee;

 Dr. Anoop Kumar Mittal, an Independent Director and the Member of the Nomination &

Remuneration Committee, ESG & CSR Committee and the Risk Management Committee;

 Mr. Rajesh Mandawewala, Non-Executive Director;

 Mr. Sandeep Garg, Managing Director and the Member of the Risk Management Committee;

We also have Mr. Lalit Kumar Jain, Chief Financial Officer, myself, Nidhi Tanna, Company

Secretary & Compliance Officer and the Members of Senior Management joining the Meeting.

Representatives of Statutory Auditors, Secretarial Auditors and Scrutinizers are also present at this meeting.

I am thankful to everyone for attending this meeting.

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Members may note that the regulators have permitted holding of the General Meeting via Video

Conferencing or other audio-visual mode, without the physical attendance of the Members at the

General Meeting venue and therefore, I am thankful to the regulators for this relaxation.

The register of directors and the key managerial personnel, the register of contracts or arrangements and other documents mentioned in the AGM Notice have been made available electronically for inspection during this AGM.

As this AGM is being held through video conferencing, the facility for appointment of proxies was not applicable. The Company has received requests from a few members to register themselves as speakers in this meeting. Accordingly, the floor will be open for these members to ask questions or express their views. We will facilitate this session once the Chairman opens the floor for questions and answers.

It may be noted that the Company reserves the right to limit the number of members asking questions, depending on the availability of the time at this AGM.

In case any members face any difficulty, they can reach out to the helpline numbers.

Ms. Nidhi Tanna, Company Secretary: Over to you Chairman Sir.

Mr. Balkrishan Goenka, Chairman: Thank you, as the Notice convening this 30th Annual

General Meeting and the Auditor’s Report along with the audited financial statements for the year ended March 31, 2024, have been circulated to the members and are available on the website of the

Company and the stock exchanges, I take the Notice and the Auditor’s Report as read.

I would now proceed to say a few words on the business performance and then to transact the businesses as per the agenda given in the Notice.

Chairman’s Speech:

Dear Member,

Friends to begin with, let us first congratulate our visionary and esteemed Prime Minister, Shri

Narendra Modi Ji, on his remarkable achievement of securing a third consecutive term. The 2024 parliamentary elections have resulted in a re-sounding victory for stability, continuity, and, notably

India's vibrant democracy. This achievement has enhanced India's global reputation and presents a promising outlook for India’s economic growth.

With this stability, India is well-positioned to navigate the uncertainties of the global economic landscape. The nation is advancing with the certainty of continued progress, striding confidently towards its goal of further solidifying its potential for sustained development and long-term success in Amrit Kaal.

In the first 100 days of Prime Minister Shri Narendra Modi Ji’s third term, the Indian government launched transformative initiatives which are aimed to strengthen the nation's infrastructure, economic growth, and innovation by investing in roads, airports, and metros to enhance connectivity and tourism. Also in the Cabinet Committee Chaired by Modi Ji, he approved the development of eight National High-Speed Corridor projects across the country having a length of over 900 kms at a cost of approximately Rs. 50,600 Crores for all these projects.

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Further, the government is also partnering with the States and multilateral development banks for promoting water supply, sewage treatment, and waste management in 100 large cities as stated in the Union Budget 2024-25, presented by the Finance Minister Smt. Nirmala Sitharaman.

On the positive note, I would like to mention that your Company Welspun Enterprises continues to support this vision by upgrading the water infrastructure and connectivity to transform the

Country’s landscape. Your Company’s dedication to responsible business practices has delivered strong financial performance and also strengthened our role in nation-building and empowering the society at large.

Friends, I would like to now begin the Company’s insights for the financial year 2024, by acknowledging the backbone of our success – our people. Very proudly I share with you all that your Company has been ranked 37th among India’s Top 100 Great Mid-size Workplaces and recognized as the Best in Industry for Construction & Infrastructure and Best Workplaces for

Millennials, by Great Place To Work, India.

On the financial front, I am delighted to inform you that, your Company has recorded its highest- ever consolidated revenue of Rs. 3,063 Crores since inception and consequently, improved the return on capital employed to 24% and the consolidated Profit After Tax of Rs. 319 Crores in last financial year.

This consolidated performance is a testament to the efficient and re-deployment of capital and an outcome of strategic diversification with successful acquisition of 50.10% stake in Welspun

Michigan Engineers Limited, a trenchless technology-based EPC Company, which is basically doing the micro tunneling across in the major cities.

In line with our commitment to maximize shareholders value and maintaining our consistent track record of sharing profits, I pleased to share that your Company has recommended a final dividend of Rs. 3/- per equity share for the financial year 2023-24. It is heartening to note that over the past six years, your Company has returned close to Rs. 700 Crores, equivalent to more than Rs. 50 per share, ensuring that investors benefit from their trust in the Company.

Friends, I would now like to talk about a few of the strategic and operational developments from the past years and as well as updates on the Company’s ongoing water and transportation projects.

During this fiscal year, your Company has added another prestigious project to its portfolio, which is a significant milestone in Welspun Enterprises’ growth journey. This project, amounting to Rs.

4,124 Crore from BMC is for developing a best-in-class 2,000 MLD Water Treatment Plant at

Bhandup Complex in Bombay. Our unwavering focus on technology and innovation will enable us to develop a world-class, sustainable water treatment plant that will not only ensure access to the clean water for all the Mumbaikars but also promotes environmental sustainability in the city. To fulfill our endeavor, your Company has partnered with Veolia, one of the world’s largest technology companies in the water sector, as the technology provider for this project.

Continuing with our water vertical, I would further like to state that your Company has made swift progress in the execution of the Jal Jeevan Mission project in Uttar Pradesh, which is part of the

Government’s ‘Har Ghar Nal Se Jal’ scheme, and has delivered water connections to over 50% of the targeted households.

Additionally, our Dharavi Wastewater Treatment Facility project at Mumbai is progressing on schedule. The project is set to become India’s first multi-tier wastewater treatment facility, with state-of-the-art technology and low footprint, as well as will immensely contribute towards a

4 cleaner and greener Mumbai, integrating both sustainability and our cutting-edge technology in this particular project.

I am pleased to share that our subsidiary, Welspun Michigan, has made significant strides in developing urban solutions. In the financial year 2023-24, it has added seven major projects totaling to Rs. 652 Crore, bringing the order book close to Rs. 1,655 Crore as of June, 2024.

Recently, Welspun Michigan secured a new project awarded by the BMC amounting to Rs. 160

Crore for a trenchless technology rehabilitation, which is basically the rehabilitation of the existing trenches called rehabilitation project for the man-entries for the main and receivers sewers in the suburbs of Mumbai.

Friends, I would now like to provide an update on our transportation vertical. Your Company has been declared as L1 bidder by MSRDC for the “Construction of a 7.79 km Multi-Modal Corridor in

Maharashtra on EPC Mode, amounting to approx. Rs.1,850 Crores.

Continuing with the updates on our transportation vertical, our HAM road project at Aunta-Simaria project, includes one of the widest extra-dosed and has surpassed its 80% milestone. Another HAM road project at SNRP Tamil Nadu has already achieved 50% milestone and is making good progress despite of all the challenges what we are facing in that area.

It is an honour that the Uttar Pradesh section of the road project was inaugurated and dedicated to the Nation by Hon’ble Prime Minister Shri Narendra Modi ji, which is a testimony to our execution abilities with a continued focus on engineering excellence.

Coming to Oil & Gas, in the Oil & Gas business, we are advancing well with exploration and development of India’s oil and gas resources through our Joint Venture Company, Adani Welspun

Exploration Limited. Having submitted the final EDP for one of the fields, your Company is undertaking operations for appraisal and early monetization of the acreage. We are confident that going forward, this business will be able to generate meaningful value for our stakeholders and further contribute towards promoting cleaner fuels for a better tomorrow which is the need for our

Country.

Friends, let me now enlighten you on some of the awards and accolades that your Company has won during the year for its dedicated focus on project management, execution and Health & Safety

Environment.

 Your Company was bestowed with 2 national accolades at the 15th CIDC Vishwakarma

Awards, Construction HSE Award for EPC work at Varanasi Aurangabad Road Project and

Artisans and Supervision Award for UPJJM Mission.

 We have been honoured by the EPC World award for “Outstanding Contribution in Urban

Infrastructure (Water Project)” that is for water projects, for our Dewas Industrial Area Water

Supply Project, presented by Hon’ble Union Minister, Shri Nitin Gadkari Ji.

 Your Company was also awarded with Gold 4-Star Road Safety award by World Safety

Organisation, the Top Challenger Award at Construction World Global Awards and Excellence in Sports CSR Award at India CSR Leadership Awards 2023, amongst others.

Given Welspun World’s commitment towards CSR and ESG, your Company is dedicated towards deploying sustainable business practices across offices and project sites. We continued to actively engage in various community development projects, educational programs, women empowerment,

5 sports and environmental conservation initiatives, and have impacted close to 8.5 lakhs people through various CSR programmes, which your Company has undertaken during the last one year.

Further, we have remained commitment towards our ESG initiatives. Your Company continues to implement robust sustainable measures, including eco-friendly practices, reduced carbon footprint, and responsible sourcing from our different vendor. By aligning the business objectives with the principles of ESG, your Company aims to create long-term value for its stakeholders while enhancing the quality of life within and beyond our project influence areas.

I would also like to emphasize that sound corporate governance and effective risk management are integral to the operations of your Company. Our dedicated Board of Directors upholds transparency, accountability, and effective decision-making at every level. Your Company remains vigilant in identifying and mitigating potential risks, safeguarding the interests of our stakeholders, and ensuring the long-term stability of the organization.

I would now like to provide a brief overview of the current business landscape and the future outlook of your Company.

Our business strategy continues to remain centered on building a diversified de-risked portfolio across infrastructure verticals that not only drives revenues but also margins, on the back of an asset-light business model. Your Company is always looking for the improving the margins. Your

Company has a robust zero debt balance sheet, steady cash flows and strong tailwinds from

Government’s continued impetus on the infrastructure sector across the Country.

Welspun Enterprises will continue to focus on being a technology-driven player in the water and transportation infra sectors. Our existing partnerships with global leaders such as Veolia and Xylem are a testament to our business philosophy. We plan to further strengthen our position, by introducing cutting edge global technology in the area of biological water treatment solutions, which is the biggest requirement currently in the Country. Also, additionally, the niche tunneling technologies of Welspun Michigan Engineers will give your Company an edge to expand our business horizons.

Our focused and differentiated approach has ensured that we are well positioned for future growth with a consolidated order book of around ₹13,800 Crores as of 31st March, 2024. This strong order book is a testament to the confidence of our clients which have placed in our capabilities and the trust that they have in our ability to deliver high-quality projects across the segments.

Having said that, Your Company continues to actively look out for new projects to augment its order book. There is substantive work that is proposed from the Central and State governments for both water and transportation verticals. Our teams are actively evaluating these opportunities. We have always been focused in our bidding strategy and selecting projects which are value-accretive to your Company.

I am confident that with our strong foundation, experienced leadership and dedicated workforce, we will continue to adapt to the changing market dynamics, identify new growth opportunities and deliver exceptional value to our stakeholders.

I would take this opportunity to thank all our employees, clients, bankers, government authorities and all other institutions and individuals that have stood by us through our journey over the years of your Company’s existence. Welspun Enterprises has gone from strength to strength because of your backing. And to each of our shareholders – I would like to say a big thank you.

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Your commitment to Welspun, the people we serve, and the business we drive, inspires us to bring our best to work for you everyday life. Our sincere thanks to all of you and I look forward to the future with a great optimism.

Thank you. Jai hind.

As the Notice was already circulated to all the Members, I take the Notice convening the meeting as read. Now, I advise the Company Secretary to explain the various resolutions to our esteem members.

Ms. Nidhi Tanna, Company Secretary: Thank you, Sir.

Dear Shareholders, the Company had provided the facility to cast votes electronically on all the resolutions set forth in the Notice.

The remote e-voting facility was made available from Tuesday, September 24, 2024, 09:00 a.m. onwards upto 5:00 p.m. of Thursday, September 26, 2024. Members who have not cast their vote electronically, but are participating in this meeting, will have an opportunity to cast their votes through the e-voting system provided by NSDL. Members can click on the vote tab on the video conference screen to make use of this facility. The e-voting facility shall close after 15 minutes from the conclusion of this meeting.

Members may also note that since the meeting is held through video conferencing, there will be no proposing and seconding of the resolutions and there will be no voting by show of hands.

The Company has appointed Mr. Mihen Halani, Proprietor of M/s. Mihen Halani & Associates,

Practicing Company Secretaries as the Scrutinizer to scrutinize the e-voting and the remote e-voting process.

We now take up the resolutions as set forth in the Notice. We will open the floor for any questions by members after all the resolutions are tabled. Accordingly, I will now read the resolutions.

Ms. Nidhi Tanna, Company Secretary explained the following resolutions:

Members may note that there are 11 resolutions categorized into 6 ordinary and 5 special resolutions proposed for the approval of the members at this Annual General Meeting”.

I) Resolution No. 1 as an Ordinary Resolution for adoption of the audited (standalone as well as consolidated) financial statements for the financial year ended March 31, 2024, and the

Report of the Directors and the Auditors thereon.

The Statutory Auditors, and the Secretarial Auditor, have expressed unqualified opinion in the respective audit reports for the financial year 2023-24. There were no qualifications, observations or adverse comments on financial statements and matters which have any material bearing on the functioning of the Company.

II) Resolution No. 2 as an Ordinary Resolution for declaration of a final dividend @30% i.e.

Rs. 3/- per equity share for the FY 2023-24 and that for this purpose the register of members and the share transfer book remained closed from Saturday, July 06, 2024, to Monday, July

08, 2024, (both days inclusive).

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III) Resolution No. 3 as an Ordinary Resolution for re-appointment of Mr. Rajesh

Mandawewala (DIN: 00007179), who retires by rotation and being eligible, offers himself for re-appointment.

Brief resume of Mr. Mandawewala is given in the Notice of the meeting.

Mr. Mandawewala along with his relatives to the extent of their shareholding in the Company, may be deemed to be concerned and interested in this resolution.

IV) Resolution No. 4 as an Ordinary Resolution for revision in remuneration payable to MGB

& Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for FY24-25.

V) Resolution No. 5 as an Ordinary Resolution for ratification of remuneration payable to M/s.

Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for FY25.

VI) Resolution No. 6 as an Ordinary Resolution for authority in respect of material related party transactions for EPC contracts entered into/to be entered between the Company and Project

SPVs, for the purposes and on the terms and conditions mentioned in the Notice of the meeting.

VII) Resolution No. 7 as a Special enabling Resolution for authority to raise funds up to Rs.

1,000 Crore through private placement for the purposes and on the terms and conditions mentioned in the Notice of the meeting.

VIII) Resolution No. 8 as a Special Resolution for re-appointment of Dr. Anoop Kumar Mittal

(DIN: 05177010), as a Non-Executive Independent Director on the Board of your Company, for a second consecutive term of four years w.e.f. June 16, 2025, to June 15, 2029.

Brief resume of Dr. Mittal is given in the Notice of the meeting.

Dr. Mittal being the director is interested in this resolution and his relatives, to the extent of their shareholding in the Company, may be deemed to be concerned and interested in this resolution.

IX) Resolution No. 9 as a Special Resolution for payment of profit related remuneration upto Rs.

1.45 Crore per annum inclusive of sitting fees to the Non-Executive/ Independent Directors for a period for 4 financial years commencing from the financial year 2024-25 upto 2028-29.

All the Non-Executive and Independent Directors of the Company and their relatives, to the extent of their shareholding in the Company, are deemed to be concerned and interested in this resolution.

X) Resolution No. 10 as a Special Resolution for approval to revision in remuneration to the

Managing Director of the Company w.e.f. July 01, 2024.

Brief resume of Mr. Garg is given in the Notice of the meeting.

Mr. Garg being the director is interested in this resolution and his relatives, to the extent of their shareholding in the Company, may be deemed to be concerned and interested in this resolution.

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XI) Resolution No. 11 as a Special enabling Resolution for issuance of securities of the

Company, upto Rs. 1,000 Crore in one or more tranches, through private placement/ QIP and/or other permissible modes for the purposes and on the terms and conditions mentioned in the Notice of the meeting.

Except as mentioned in the Notice, none of the Directors or Key Managerial Personnel of the

Company or their relatives may be deemed to be concerned or interested, financially or otherwise, in the resolutions mentioned in the Notice.

Ms. Nidhi Tanna, Company Secretary: Dear Chairman Sir, over to you now.

Mr. Balkrishan Goenka, Chairman: Now that the resolutions and the procedure for voting has been explained, I request the members to proceed to cast their votes.

In the meanwhile, we now invite speaker shareholders who have registered as speakers. I request shareholders to be brief and not to repeat the points which has already been mentioned.

I advise the Managing Director (“MD”) and the Chief Financial Officer (“CFO”) to answer the question, if any raised by the speaker shareholders.

Ms. Nidhi Tanna, Company Secretary: Yes, thank you Sir, so our first speaker is Mr. Vinay

Bhide, I request you to please unmute Mr. Bhide.